When I first heard that a sequel was being made to Mario RPG, I rejoiced. When I first heard that Square wasn't going to be helping out this time, I worried. When I first heard that the title Paper Mario referred to the crayon-colored 2D graphics, I lamented. I enjoyed the original, and I felt that the way they were changing things, the sequel would be an incredible disappointment. After all, it was going to be a turn-based RPG for the N64. However, after playing it, I think I was worried about nothing. Here's my review.

Ever since the dawn of Nintendo's ancient empire, the evil King Bowser has been trying to kidnap Princess Toadstool of Mushroom Kingdom. Exactly why, I'm not sure, and I doubt anyone will ever know. However, the fact still remains that every so often, this terrific terrapin kidnaps the lady in pink and Mario comes to the rescue. Repeat ad nauseum.

One day, Bowser realized that his plans never seemed to work that well, and if he were ever going to beat the Italian plumber of doom, he would have to change tactics. And so, with the help of his second in command Kammy Koopa, he stole the ancient and powerful Star Rod of Star Haven. This celestial relic was capable of granting the wishes of its user, and was once used to grant the wishes of Mushroom Kingdom's citizens. In Bowser's hands, though, it would no longer be able to fulfill those wishes. Even worse, it now gave the towering tortoise unstoppable power. And Mario had no idea what was going on…

On a day that seemed like any other, Mario and Luigi were invited to a party at Princess Peach's castle. At first, everything seemed to be going well. Guests from all corners of the globe were enjoying themselves, food was delicious, and the Mario bros. made sure not to step in anything particularly nasty on the way over through the sewers.

In fact, Mario was having a wonderful time right up to the point when a huge earthquake began. From beneath the palace, Bowser's own subterranean castle burst through the ground and lifted the partygoers miles into the sky. Mario had no choice but to run back and forth screaming with the princess until Bowser himself showed up and proceeded to pummel the snot out of him with his newfound Star Rod power. Mario was thrown from the castle and fell to the earth below …

Suddenly, within his coma, Mario heard a voice. An elderly star appeared before his mind's eye and explained the situation. Should Mario help rescue the seven revered Star Spirits, they would counter the power of the Star Rod and make Bowser mortal again. He awoke and found himself in a small village, and began his quest to save the day yet again.

Paper Mario provides something that has never been seen before on the N64: an actual turn-based RPG. Even so, it is by no means a traditional RPG. It contains many gameplay elements from its quirky predecessor, improves upon them, and throws in a whole new set of conditions that makes you look at battle in a whole new way.

Like the original, you can see enemies on the field before battle, allowing you to choose when you'll fight and when you'll run. This time though, you can start off the battle in your favor by jumping on the enemy or whacking it with a hammer. By getting in these early attacks, you can help determine the outcome of the fight before it starts. However, the enemy can get in the same early hits on you. These preemptive strikes are important, because once in battle, each and every HP of damage you inflict counts, as few enemies ever have over 10 HP.

Don't think that you are better off, because even at the highest level, your HP never exceeds 65. Damage done is equal to your power minus the enemy's defense, so you often find yourself calculating how many attacks are needed in order to finish the battle while taking the least damage yourself.

In combat, you can slightly increase your offense by pulling off Timed Attacks, just like in the original. By pressing a button just before getting in your hit, you'll do extra. However, there are also a variety of other ways to boost damage. Some attacks require holding down the button for a certain amount of time, some require pressing buttons in a certain order, and some require good old-fashioned button mashing. Receiving attacks works in the same way. If you tap the button just before the blow is received, you can reduce damage a bit. Because your offense and defense are not normally adjustable, getting in these hits is almost always vital to success.

Along with the bit of skill required in those, you also have to consider which attack to use, even when not using special abilities. You have two primary abilities: Jump and Hammer. Jump tends to do more damage but divides it into two separate blows. Hammer simply deals one great big blow that does less damage than the Jump would.

Why would anyone ever use Hammer if Jump were more powerful, you ask? Well, remember, damage is equal to offense minus defense. If each Jump has three power and the enemy has three defense, each Jump would do nothing. However, if your Hammer's one hit had five power, you would still cause two damage. Also, some enemies are immune to certain attacks. Trust me, Jumping on a cactus is not fun. Of course, when neither of these sound interesting, you could always use special moves or items on the enemy.

When in severe need of a special blow, Mario can use his Star Powers, which you earn throughout the game by saving Star Spirits. Each one has its own, usually large, effect, and costs an amount of Star Points. You can only get a maximum of seven Star Points, but they regenerate in battle naturally. Also, you can use the Focus command to charge up the bar at a much faster rate. Still, because you don't want to get into a boss fight without this full, you should try not to waste it.

Mario doesn't fight alone, though. Along the way, you will pick up a total of eight cute-and-cuddly partners to fight by your side. Only one can be in battle at any given time, and choosing the proper one can make all the difference. Some can only attack grounded enemies, some can only battle non-spiky enemies, and so on and so forth. Also, each one has a variety of special moves unique to them, and choosing the right one for the right situation makes the game much easier.

These sidekicks cannot normally take damage, thus they cannot die. However, a few attacks can target them and put them out of the battle for a few turns. These sidekicks can also be used outside of battle to help get passed obstacles and puzzles by using their action abilities, but none of them are ever that hard.

Levels can be gained by collecting Star Points. Each enemy drops a certain amount, and for every 100 you collect, you gain a level, get a chance to boost your HP, FP, or BP, and get full health. Although offense can't be improved through levels, you do find new hammers and boots that improve your attacks every so often. However, every level reduces the Star Points received for combat, eventually reaching zero. This keeps you from training yourself too quickly, but it also makes many battles eventually worthless except for the occasional dropped item or the coins you get for winning.

Your partners improve in a different way. Instead of gaining levels, you can improve their rank by finding Super Blocks. Whenever you upgrade a character, their offense goes up and they gain a new move.

Along with simply clubbing and stomping on enemies, you also gain a variety of abilities by equipping badges. These can be found, bought, or traded for, and each one has its own power. Some raise your stats, some give you new special attacks, and some even allow you to skip fights that aren't worth anything (I particularly liked those ones).

Although you can equip multiple badges at the same time, each one requires a certain number of BP to equip, and leveling up is the only way to increase your BP. Because of this limit, you often have to decide which ones are necessary and which you can spare. Often, some of the harder battles are decided solely by this.

Although the low damage and high concentration involved with the battle system forces you to get more involved with the game than in most RPGs, that's not all there is to this fine little cartridge. Along with that, there are also huge heaps of mini-games for you to enjoy, with even more side quests than in the original Mario RPG. Whether you're aiding an elderly Koopa with his daily complaints, building a vast army of Lil' Oinks, or combing the globe for missing Star Pieces, I doubt that you will spend even half of your time progressing the main story. I must've spent two hours alone trying to answer all 64 of Chuck Quizmo's quizzes, and I doubt I'll ever forget figuring out the recipe for an Egg Salad (it was so simple I feel like kicking myself). In short, the game will keep you busy for a good long time.

Although the game was supposed to boast 2D paper effects primarily, I found that the game rarely, if ever, took advantage of this idea. For the most part, it was simply a bunch of sprites running around in a 3D polygonal world, and while there are a few visual gags involving the fact that Mario and friends are paper-thin, it's rarely used. All I ever noticed was that the characters would flip around when turning and would float like a feather when falling. It kind of makes you wonder how well chosen the title was. Anyway, if you ignore the mild misnomer, you'll realize that as far as N64 games go, it did pretty well. I still liked Mario RPG better, but let's not get into that.

Dungeon design is impressive, and each area not only has its own mood, but even its own battle background. When fighting near a windmill, you see that mortal foe of Don Quixote spinning in back. When in the desert, the sun floats across the sky in a continuous loop. My favorite would probably be in the tundra, where snowflakes hover mysteriously… unless you notice the wire holding them up. Nearly every section of the game has the same cutesy, neon-colored feel to it, and while this makes it difficult to set up any kind of serious mood, it allows for numerous visual gags to make up for it.

There are a few places that lack this cheerful theme, but they are the exception and not the norm. Along with this, the lighting effects for some scenes are surprisingly decent, such as when a fortuneteller looks into his crystal disco ball to poke into the future or when Bowser incinerates you with fire breath, and I don't think I've ever seen better explosions in a Mario game. Although these good scenes are rare, you've got to admit that you never expected them on THIS system.

Enemy design and sprite quality are not quite so good however. Almost every foe you face has been ripped directly from a previous game, so don't expect much when it comes to originality. Even when a new enemy is introduced, they tend to be corny and generic, the exception to this rule being the Invincible Tubba Blubba. Man, you've got to love that guy's hair. Sadly, the sprite quality is only average from a distance, and when the camera zooms in from time to time, you can see a bit of graininess to them. It's nothing serious, but I wish they could have made up for it with a better variety of animations.

The music also isn't anything to get excited about. Although there is a decent variety, with multiple boss themes and a tune for every area, you can't help but notice that they are all surprisingly short. Fortunately, not all of them bear the carnival-like mood that saturates the visuals, and there are a few that aren't simply generic filler music.

One neat trick they use to keep it from getting too repetitive is to have multiple songs in a single area. For instance, when you start approaching Tayce T.'s bakery in Toad Town or begin scaling Star Summit, the two songs blend into each other, one becoming more dominant and the other weaker the farther you go. It's decent, but that's it.

As for sounds, these suffer a similar fate. Although there is a rather large library of effects, none of them are particularly interesting or even well timed. They don't bother you particularly, but it's strange to see people laughing without any noises coming out. Instead, they went out of their way to make five different noises for Mario's hammer. Go figure.

As you probably expected, the story was the games weakest point. Character development is non-existent for any of the barely detailed characters, plot twists are feeble at best, and the game suffers from even more cutesy garbage than in Mario RPG. What's more, you can tell that several plot elements were stolen from its predecessor. In the original, you tried to save Star Road. This time, you try to save the Star Rod. In the original, you found seven missing Star Pieces. This time, you rescue seven Star Spirits. They even ripped off the ending of the original, and I still think it was more impressive visually the first time. Expect nothing but corny story points that might entertain someone age five or below and a few nice one-liners placed here and there.

Despite this weakness, at least the controls don't mess up your experience. Although you move a bit slow outside of battle, the controls in battle were perfect. The many Timed Attack variations gave the game an almost-Mario Party feel, and the countless mini-games helped too. The only real complaint I have is that there was no camera control, but the set view is usually good enough.

If you need a decent Mario fix and can't wait for the GameCube, you should look into this. It's a surprisingly well-made RPG for a system that's been barren right up to the end. Just make sure that you don't need a good plot and you'll be fine. It might not be a must-have game, but you could do a lot worse.